AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 (the "Amendment"), dated as of March 26, 1998, to the
Agreement and Plan of Merger, dated as of March 1, 1998 (the "Merger
Agreement"), by and among WHX Corporation, a Delaware corporation
("Parent"), HN Acquisition Corp., a New York corporation and a wholly owned
subsidiary of Parent (the "Purchaser"), and Handy & Xxxxxx, a New York
corporation (the "Company").
WHEREAS, the parties hereto desire to amend the Merger Agreement to
provide that payments required to be made to holders of Options (as defined
in the Merger Agreement) in consideration of the cancellation of such
Options pursuant to the Merger Agreement shall be made immediately prior to
the acceptance of Shares for payment pursuant to the Offer, rather than at
the Effective Time (as defined in the Merger Agreement).
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and for other good and valuable
consideration, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein shall have the meaning assigned to
such term in the Merger Agreement. Each reference to "hereof," "herein,"
"hereunder," "hereby" and "this Agreement" shall from and after the date
hereof refer to the Merger Agreement as amended by this Amendment.
SECTION 2. Treatment of Options. The first paragraph of Section
2.5 of the Merger Agreement is hereby amended and restated in its entirety
to read as follows:
Section 2.5 Company Option Plans. Parent and the Company shall
take all actions necessary to provide that, effective immediately
prior to the acceptance of Shares for payment pursuant to the Offer,
(i) each outstanding employee stock option to purchase Shares (an
"Employee Option") granted under the Company's Long-Term Incentive
Stock Option Plan (the "ISO Plan") or the Company's 1995 Omnibus Stock
Incentive Plan (the "1995 Option Plan") and each outstanding non-
employee director option to purchase Shares ("Director Options" and
collectively with Employee Options, "Options") granted under the
Company's Outside Director Stock Option Plan (the "Director Plan" and
collectively with the ISO Plan and the 1995 Option Plan, the "Option
Plans"), whether or not then exercisable or vested, shall become fully
exercisable and vested, (ii) each Option that is then outstanding
shall be cancelled and (iii) in consideration of such cancellation,
and except to the extent that Parent or the Purchaser and the holder
of any such Option otherwise agree, the Company (or, at Parent's
option, the Purchaser) shall pay to such holders of Options an amount
in respect thereof equal to the product of (A) the excess, if any, of
the Offer Price over the exercise price of each such Option and (B)
the number of Shares subject thereto (such payment to be net of
applicable withholding taxes).
SECTION 3. No Further Amendment. Except as otherwise provided
herein, the Merger Agreement shall remain unchanged and in full force and
effect.
SECTION 4. Effect of Amendment. From and after the execution of
this Amendment by the parties hereto, any reference to the Merger Agreement
shall be deemed a reference to the Merger Agreement as amended hereby.
SECTION 5. Governing Law. This Amendment shall be governed by,
enforced under and construed in accordance with the laws of the State of
New York, without giving effect to the principles of conflict of laws
thereof.
SECTION 6. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
SECTION 7. Captions. The captions of the various sections of this
Amendment have been inserted only for convenience of reference and shall
not be deemed to modify, explain, enlarge or restrict any provision of this
Amendment or the Merger Agreement or affect the construction thereof.
IN WITNESS WHEREOF, each of Parent, the Purchaser and the Company
has caused this Amendment to be executed as of the date first above
written.
WHX CORPORATION
By: /s/ Xxxxxx XxXxx
_____________________________
Name: Xxxxxx XxXxx
Title: Chairman
HN ACQUISITION CORP.
By: /s/ Xxxxxx Xxxxx
_____________________________
Name: Xxxxxx Xxxxx
Title: Vice President
HANDY & XXXXXX
By: /s/ Xxxx X. Xxxxx
______________________________
Name: Xxxx X. Xxxxx
Title: Senior Vice President, General
Counsel and Secretary
